SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Irwin Dean

(Last)

(First)

(Middle)

C/O RA MEDICAL SYSTEMS, INC.

2070 LAS PALMAS DRIVE

(Street)

CARLSBAD

92011

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2018

3. Issuer Name and Ticker or Trading Symbol
Ra Medical Systems, Inc. [ RMED ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	248,100⁽¹⁾⁽²⁾⁽³⁾	D
Common Stock	2,803,852	I	See Footnote⁽⁴⁾
Common Stock	148,860⁽¹⁾⁽²⁾⁽³⁾	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽⁵⁾	06/04/2028	Common Stock	250,000	$28.94	D
Stock Option (Right to Buy)	⁽⁵⁾	06/04/2028	Common Stock	150,000	$28.94	I	By Spouse

Explanation of Responses:

1. Reported shares are represented by restricted stock units ("RSUs"), and each RSU is the economic equivalent of one share of Ra Medical Systems, Inc. common stock.

2. 15% of the RSUs shall vest on the 10th day of the first month following the expiration of the Lock-Up Period (as defined in the award agreement) (the "LP"), 15% of the RSUs shall vest on the 10th day of the second month following the expiration of the LP, 15% of the RSUs shall vest on the 15th day of the fourth month following the expiration of the LP, 15% of the RSUs shall vest on the 15th day of the fifth month following the expiration of the LP, 15% of the RSUs shall vest on the 20th day of the seventh month following the expiration of the LP, 15% of the RSUs shall vest on the 20th day of the eighth month following the expiration of the LP, and 10% of the RSUs shall vest on the 25th day of the tenth month following the expiration of the LP, subject to the applicable holder's continued service.

3. In the event of a Change in Control (as defined in the Issuer's 2018 Stock Compensation Plan), 100% of the RSUs shall immediately become fully vested, subject to the applicable holder's continued service.

4. Shares held of record by Dean Irwin & Melissa Burstein, as Trustees U/T/A June 12, 2017, of which the reporting person serves as co-trustee.

5. One-third of the shares subject to the option shall vest on June 4, 2019, and one thirty-sixth of the shares subject to the option shall vest monthly thereafter, subject to the applicable holder's continued service. If the applicable holder's employment with the Company is terminated by the Company without cause, one-hundred percent (100%) of the shares subject to the option that have not vested shall immediately vest.

Remarks:

CEO, Co-President, CTO, and Chairman of Board Exhibit 24 - Power of Attorney

	/s/ Andrew Jackson, as Attorney-in-Fact	09/26/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.